Virginia partnership nda template

Virginia Partnership Non-Disclosure Agreement

This Virginia Partnership Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and between:

• [Name of Partner 1], residing at [Address of Partner 1], hereinafter referred to as "Partner 1", and
• [Name of Partner 2], residing at [Address of Partner 2], hereinafter referred to as "Partner 2",
• [Name of Partner 3], residing at [Address of Partner 3], hereinafter referred to as "Partner 3". (Add more partner entities as needed).

WHEREAS, the Parties are partners in the partnership known as [Name of Partnership] (the "Partnership") pursuant to that certain Partnership Agreement dated [Date of Partnership Agreement] (the “Partnership Agreement”); and

WHEREAS, in connection with the Partnership, the Parties may disclose to each other certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Purpose

• Option A: The purpose of this Agreement is to protect the confidentiality of certain proprietary information that may be disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Partnership.
• Option B: This Agreement outlines the responsibilities of each partner regarding the handling and protection of confidential information shared within the Partnership, as defined in the Partnership Agreement.

2. Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, visually, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• Business plans, strategies, and projections.
• Financial statements, budgets, and forecasts.
• Proprietary methods, processes, formulas, and techniques.
• Partnership governance documents, minutes, and resolutions.
• Profit-sharing arrangements and partner compensation details.
• Customer and supplier lists, pricing information, and contracts.
• Technical know-how, designs, specifications, and data.
• Intellectual property, including patents, trademarks, copyrights, and trade secrets.
• Strategic projects, research and development activities, and marketing plans.
• Unique Partnership assets or joint projects, specifically [Description of Assets or Projects].

3. Exclusions from Confidential Information

The obligations under this Agreement shall not apply to information that:

• Option A: is or becomes publicly available through no fault of the Receiving Party.
• Option B: was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party.
• Option C: is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Option D: is lawfully obtained by the Receiving Party from a third party who is not bound by a confidentiality obligation to the Disclosing Party.
• Option E: is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides the Disclosing Party with prompt notice of such required disclosure and takes reasonable steps to minimize the extent of the disclosure, in compliance with the Virginia Uniform Partnership Act. Specifically including disclosures necessary to comply with mandatory state filings under the Virginia Uniform Partnership Act.

4. Permitted Use

The Receiving Party shall use the Confidential Information solely for the purpose of furthering the business of the Partnership.

• Option A: The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, agents, and contractors who have a need to know the information and are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
• Option B: Confidential Information shall not be used for any personal, competitive, or unauthorized purposes, explicitly distinguishing between permitted internal activities within the Partnership and prohibited external activities.

5. Obligations of Receiving Party

The Receiving Party agrees to protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.

• Option A: Such measures shall include, but not be limited to:
  • Maintaining the Confidential Information in a secure location.
  • Restricting access to the Confidential Information to those employees, agents, and contractors who have a need to know the information.
  • Implementing appropriate physical, technical, and administrative safeguards to protect the Confidential Information from unauthorized access, use, or disclosure.
  • Employing data encryption and password protocols aligned with Virginia data breach laws.
• Option B: The Receiving party shall implement security measures consistent with Virginia industry standards to protect Confidential Information.

6. Term and Termination

This Agreement shall commence on the date first written above and shall continue during the term of the Partnership.

• Option A: Upon termination of the Partnership, the Receiving Party shall promptly return all Confidential Information to the Disclosing Party or, at the Disclosing Party's option, destroy all copies of the Confidential Information in its possession or control.
• Option B: The confidentiality obligations under this Agreement shall survive the termination of the Partnership for a period of [Number] years. Or as long as necessary to protect trade secrets under Virginia’s Uniform Trade Secrets Act.

7. Return of Confidential Information

Upon the termination of this Agreement, or at any time upon the written request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof.

• Option A: The Receiving Party shall certify in writing to the Disclosing Party that it has complied with the obligations under this section.
• Option B: The Receiving Party shall destroy all physical and electronic confidential materials and provide written confirmation of destruction.

8. Breach and Remedies

In the event of a breach of this Agreement by the Receiving Party, the Disclosing Party shall be entitled to seek all available legal and equitable remedies, including, but not limited to:

• Actual damages.
• Liquidated damages in the amount of [Dollar Amount], if reasonable and enforceable under Virginia law.
• Injunctive relief and specific performance.
• Indemnification for any losses, damages, or expenses incurred by the Disclosing Party as a result of the breach.
• Forfeiture or reduction of partnership interests.
• Attorney's fees, as permitted by Virginia statutes.

9. Notice of Breach

The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any suspected or actual breach of this Agreement.

• Option A: Such notice shall include a description of the nature of the breach, the Confidential Information affected, and the steps being taken to remedy the breach.
• Option B: The Receiving Party shall fully cooperate with any investigation or remedial action taken by the Disclosing Party, and any required notifications under the Virginia Data Breach Notification Law.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through the following procedures:

• First, the Parties shall attempt to resolve the dispute through good faith negotiation.
• If the dispute is not resolved through negotiation, the Parties shall submit the dispute to mediation in [City], Virginia.
• Option A: If the dispute is not resolved through mediation, the Parties shall submit the dispute to binding arbitration in [City], Virginia, in accordance with the rules of the American Arbitration Association.
• Option B: The Parties waive the right to seek punitive damages.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles. Specifically referencing the Virginia Uniform Partnership Act, the Virginia Uniform Trade Secrets Act, the Virginia Consumer Data Protection Act (CDPA), and any other relevant local statutes.

12. Jurisdiction and Venue

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [City], Virginia.

13. Data Privacy and Security

Each Party shall comply with all applicable data privacy and security laws, including the Virginia Consumer Data Protection Act (CDPA), with respect to any personal data that it receives from or on behalf of the other Party.

14. Relationship to Partnership Agreement

• Option A: This Agreement is incorporated into and made a part of the Partnership Agreement as Exhibit [Exhibit Number].
• Option B: This Agreement stands as a separate contract. In the event of any conflict between this Agreement and the Partnership Agreement with respect to confidentiality, the terms of this Agreement shall control.

15. Waiver

No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by all Parties.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect, in accordance with Virginia law.

17. Amendment

This Agreement may be amended only by a written instrument signed by all Parties.

18. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

• Option A: Notices may also be sent by email to [Email Address of Partner 1], [Email Address of Partner 2], and [Email Address of Partner 3], and shall be deemed effective upon confirmation of receipt.

19. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, including their agents, affiliates, temporary employees, and professional advisors.

20. No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right to use the Confidential Information, except as expressly provided herein. No transfer of ownership, license, or partnership property right is created.

21. Reverse Engineering

The Receiving Party shall not reverse engineer, disassemble, or decompile any Confidential Information, except as otherwise agreed in writing.

22. Government Regulations

If the Partnership operates in a regulated industry, such as finance, healthcare, or defense, the Parties shall comply with all applicable government regulations regarding the disclosure and use of Confidential Information, specifically referencing Virginia industry regulations.

23. Restraint on Trade

The Parties acknowledge Virginia’s public policy limitations on enforcement of unreasonable restraints on trade or employment, and agree that none of the NDA terms violate state law on such matters.

24. Independent Legal Advice

Each Party acknowledges that it has had the opportunity to seek independent legal advice with respect to the terms and conditions of this Agreement and enters into this Agreement voluntarily.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

____________________________
[Name of Partner 1]

____________________________
[Name of Partner 2]

____________________________
[Name of Partner 3]